'f 


Jersey  Central  CollateralCrustSDeeb 

- v - ';  •;  ; 

$45,000,000. 


READING  COMPANY 


to 


THE  PENNSYLVANIA  COMPANY  FOR 
INSURANCES  ON  LIVES  AND 
GRANTING  ANNUITIES, 


Trustee. 

THE  LIBRARY 

&fi Ht 

UNIVERSITY  OF  ILLINOIS 

Dated  April  i,  igoi. 


ALBRIGHT  & 6HENTON,  READING,  PA. 


r 


3 §5,4- 
C 3 35  1__ 


I 


Cbts  IFnbenture,  made  this  first  day  of  April,  in  the 
year  one  thousand  nine  hundred  and  one,  between  the 

Reading  Company,  a corporation  of  the  State  ot 
Pennsylvania,  party  of  the  first  part,  and 

The  Pennsylvania  Company  for  Insurances  on 
Lives  and  Granting  Annuities,  a corporation  of  the  state 
aforesaid  (hereinafter  called  the  Trustee),  party  of  the  sec- 
ond part : 

Whereas,  upon  the  seventh  day  of  January,  1901, 
the  Reading  Company  agreed  to  purchase  one  hundred 
and  forty-five  thousand  (145,000)  shares  of  the  Capital  Stock 
of  the  Central  Railroad  Company  of  New  Jersey  ; and 

Whereas,  The  said  stock  has  been  transferred  to  and 
vested  in  the  Reading  Company,  in  consideration,  among 
other  things,  of  the  execution  by  the  Reading  Company  of 
this  purchase  money  collateral  Indenture  to  secure  a 
present  issue  of  bonds  for  the  aggregate  principal  sum  of 
$23,000,000,  with  the  right  by  a pledge  ot  additional  shares 
of  the  Capital  Stock  of  the  Central  Railroad  Company  of 
New  Jersey  to  issue  additional  bonds  in  payment  therefor 
on  the  terms,  conditions  and  limitations  hereinafter  specifi- 
cally set  forth  ; and 

Whereas,  The  Board  of  Directors  of  the  Reading 
Company,  at.  a meeting  thereof  dulv  held  on  the  twenty- 
eighth  day  of  February,  1901,  duly  adopted  resolutions 
in  the  following  words,  that  is  to  say  : 

“ Resolved , That  the  President  and  Secretary  of  the 
Company  be,  and  they  are  hereby,  authorized  and  directed, 
in  its  behalf  and  under  the  corporate  seal,  to  execute  and 


0 56469 


2 


deliver  to  The  Pennsylvania  Company  for  Insurances  on 
Lives  and  Granting  Annuities,  of  Philadelphia,  a mortgage 
or  deed  of  trust  to  be  known  as  the  ‘Jersey  Central  Col- 
lateral Trust  Deed,’  substantially  of  the  tenor  of  the  draft 
thereof  now  submitted  at  this  meeting,  upon  the  following 
shares  of  stock  : 

145,000  shares  of  the  Capital  Stock  of  the  Central  Railroad 
Company  of  New  Jersey,  of  the  par  value  of  $100 
each,  being  a majority  of  the  whole  capital  stock  of 
said  Company. 

29,900  shares  of  the  Capital  Stock  of  the  Perkiomen  Rail- 
road Company,  of  the  par  value  of  $50  each,  being 
the  whole  of  the  Capital  Stock  of  the  Perkiomen  Rail- 
road Company,  less  100  shares  retained  for  corpo- 
rate organization  ; and 

4,400  shares  of  the  Capital  Stock  of  the  Port  Reading 
Railroad  Company,  of  the  par  value  of  $100  each, 
now  belonging  to  this  Company  ; and,  also,  all  additional 
shares  of  the  Capital  Stock  of  the  Central  Railroad  Company 
of  New  Jersey  which  hereafter  shall  be  acquired  by  the  use 
of  any  of  the  bonds  hereinafter  mentioned  ; which  deed  of 
trust  shall  secure  an  issue  of  bonds  to  be  called ‘ Jersey  Cen- 
tral Collateral  4%  Gold  Bonds’  not  exceeding  the  aggregate 
principal  sum  of  Forty-five  Million  Dollars  ($45,000,000); 
the  principal  thereof  pavable  on  the  first  day  of  April  in 
the  year  1951,  in  gold  coin  of  the  United  States  of  the 
standard  of  weight  and  fineness  as  it  existed  April  1,  1901, 
at  the  office  of  the  Reading  Company  in  the  City  of  Phila- 
delphia or  its  agency  in  the  City  of  New  York,  with  interest 
thereon  from  April  1,  1901,  at  the  rate  of  four  per  centum 
(4%)  per  annum,  until  the  said  principal  sum  shall  have  been 
fully  paid  ; such  interest  to  be  payable  semi-annually  at  the 
office  of  the  Reading  Company  in  the  City  ot  Philadelphia, 
or  at  its  agency  in  the  City  of  New  York,  in  like  gold  coin, 


on  the  first  day  of  April  and  the  first  day  of  October  in  each 
year  ; both  the  principal  and  interest  of  said  bonds  to  be  pay- 
able without  deduction  for  any  tax  or  taxes  which  the  Reading 
Company,  or  the  Trustee,  may  be  required  to  pay  or  to  retain 
therefrom  under  any  present  or  future  law  of  the  United 
States,  or  of  any  State  or  County  or  municipality  therein  ; 
the  bonds  to  be  secured  by  this  Indenture  are  to  be  coupon 
bonds  of  the  denomination  of  $1,000,  numbered  con- 
secutively from  i upwards,  and  registered  bonds  of  the 
denomination  of  $1,000,  or  such  multiples  thereof  as  the 
Company  may  from  time  to  time  determine,  numbered  con- 
secutively from  i upwards. 

Resolved , That  the  present  issue  of  bonds  shall  be 
limited  to  the  aggregate  principal  sum  of  Twenty-three 
Million  Dollars  ($23, 000,000)  with  the  right  (which  is 
hereby  reserved)  to  increase  the  issue  of  said  bonds  to  a 
total  aggregate  not  exceeding  Forty-five  Million  Dollars 
($45, 000, 000)  for  the  purpose  of  acquiring  additional  shares 
of  the  said  Capital  Stock  of  the  Central  Railroad  Company 
of  New  Jersey;  such  shares,  when  so  acquired  and  paid 
for  by  the  issue  of  bonds  hereunder,  shall  be  pledged  with 
the  Trustee  under  the  mortgage  with  like  effect  as  if  they 
had  been  made  part  of  the  original  pledge. 

Resolved , That  said  bonds  shall  contain  an  express 
stipulation  that  on  the  first  day  of  April,  1906,  or  at  any 
interest-paying  period  thereafter,  the  Reading  Company 
shall  have  the  right  to  pay  or  redeem  said  bonds  at  par  and 
accrued  interest,  together  with  a premium  of  five  per  centum; 
provided  six  months’  notice  of  such  payment  or  redemption 
be  given  in  the  manner  set  forth  in  the  Collateral  Indenture. 

Resolved , That  the  President,  or  any  Vice-President, 
and  the  Secretary,  or  any  Assistant  Secretary,  of  the  Read- 
ing Company,  from  time  to  time,  for  the  purpose  and  in 
the  manner  set  forth  in  said  Collateral  Trust  Deed,  as 


4 


directed  by  this  Board,  shall  execute  in  the  name  and  in 
behalf  of  the  Company,  and  under  its  corporate  seal,  such 
bonds  to  be  secured  by  said  mortgage. 

Resolved , That  the  coupons  to  be  attached  to  the  said 
bonds  shall  be  authenticated  by  the  engraved  fac-simile  signa- 
ture of  the  present  Treasurer  or  of  any  future  Treasurer  of 
the  Company  ; it  being  intended  that  for  that  purpose  the 
Company  may  adopt  and  may  use  the  engraved  fac-simile 
signature  of  any  such  Treasurer,  notwithstanding  the  fact 
that  such  person  may  have  ceased  to  be  such  Treasurer  at 
the  time  when  any  such  bonds  actually  shall  be  certified  and 
delivered. 

Resolved , That  upon  each  of  such  bonds  executed  in 
behalf  of  this  Companv  there  shall  be  endorsed  a certificate 
of  the  Trustee,  which  certificate  shall  be  the  conclusive  and 
only  evidence  that  such  bonds  are  entitled  to  the  security 
of  the  Mortgage  and  Collateral  Trust  Deed,  and  that  no 
bonds  shall  be  valid  or  obligatory  for  any  purpose  until 
such  certificate  shall  have  been  executed  by  the  Trustee, 
such  certificate  to  be  substantially  of  the  tenor  hereinafter 
set  forth. 

Whereas,  A copy  of  said  collateral  Indenture  sub- 
mitted at  said  meeting,  was  substantially  in  the  form  of 
these  presents. 

And  Whereas,  the  bonds  to  be  secured  by  this  Inden- 
ture, from  time  to  time,  as  directed  by  the  Board  of  Directors 
of  the  Reading  Company,  are  to  be  executed  in  the  name 
and  on  behalf  of  the  said  Company,  and  under  its  corporate 
seal,  by  its  President,  or  any  Vice-President,  and  its  Secre- 
tary, or  Assistant  Secretary,  and  are  to  be  substantially  of 
the  following  tenor,  to  wit : 


5 

[form  of  coupon  four  per  cent,  gold  bond] 


$1,000 


No. 


UNITED  STATES  OF  AMERICA. 

READING-  COMPANY. 

Jersey  Central  Collateral  4%  Coupon  G-old  Bond. 

Know  all  men  by  these  presents,  That  Read- 
ing Company,  a corporation  of  the  State  of  Pennsylvania, 
for  value  received,  promises  to  pay  to  the  bearer,  or  if 
registered,  to  the  registered  holder  of  this  bond,  one  thou- 
sand dollars,  in  Gold  Coin  of  the  United  States  of  America, 
on  the  first  day  of  April,  1951,  at  the  office  of  the  Reading 
Company  in  the  City  of  Philadelphia,  Penna.,  or  its  agency 
in  the  City  of  New  York,  and  to  pay  interest  thereon  at  the 
rate  of  four  per  cent,  per  annum  from  April  1,  1901,  paya- 
ble semi-annually,  at  the  said  office  or  agency  in  like  Gold 
Coin  on  the  first  day  of  April  and  the  first  day  of  October 
in  each  and  every  year  until  the  payment  of  said  principal 
sum,  on  presentation  and  surrender,  as  severally  they  shall 
mature,  of  the  coupons  therefor  annexed  hereto;  United 
States  Gold  Coin  in  every  case  to  be  of  the  standard  of 
weight  and  fineness  as  it  existed  April  1,  1901. 

Both  the  principal  and  interest  of  this  bond  are  pay- 
able without  deduction  for  any  tax  or  taxes  which  the  Reading 
Company  or  the  Trustee  may  be  required  to  pay  or  to  retain 
therefrom,  under  any  present  or  future  law  of  the  United 
States,  or  of  any  state  or  county  or  municipality  therein. 

This  bond  is  one  of  a series  of  four  per  cent.  Gold 
Bonds  (coupon  and  registered)  of  the  Reading  Company, 
issued  and  to  be  issued,  for  an  aggregate  principal  sum  of 
7 wenty-three  Million  Dollars,  under  and  in  pursuance  of, 
and  all  equally  secured  by  a Collateral  Indenture,  dated 


6 


April  i,  1901,  executed  by  the  Reading  Company  to  The 
Pennsylvania  Company  for  Insurances  on  Lives  and  Grant- 
ing Annuities,  as  Trustee,  pledging  one  hundred  and  forty- 
five  thousand  shares  of  the  Capital  Stock  of  the  Central  Rail- 
road Company  of  New  Jersey,  being  a majority  of  the  whole 
capital  stock  of  said  company;  Twenty-nine  thousand  and 
nine  hundred  shares  of  the  Capital  Stock  of  the  Perkiomen 
Railroad  Company,  being  the  entire  capital  stock  of  the 
Perkiomen  Railroad  Company,  less  one  hundred  shares 
retained  for  corporate  organization,  and  Four  thousand  four 
hundred  shares  of  the  Capital  Stock  of  the  Port  Reading 
Railroad  Company  ; the  certificates  for  which  have  been  or 
shall  be  delivered  to  the  Trustee  pursuant  to  said  Collateral 
Indenture,  to  which  reference  is  hereby  made  for  a state- 
ment of  the  property  pledged,  the  nature  and  extent  of  the 
security,  the  rights  of  the  holders  of  said  bonds,  and  the 
terms  and  conditions  upon  which  said  bonds  are  issued  and 
secured ; the  officers,  directors  and  stockholders  of  the 
Reading  Company  being  expressly  exempted,  relieved  and 
absolved  from  any  and  all  personal  liability  in  respect  of 
said  bonds,  all  such  liability  being  hereby  expressly  waived. 
The  right  is  reserved  to  increase  the  issue  of  said  bonds  for 
the  purpose  of  acquiring  additional  shares  of  said  Capital 
Stock  of  the  Central  Railroad  Company  of  New  Jersey,  as 
provided  in  said  Collateral  Indenture. 

On  the  first  day  of  April,  1906,  or  at  any  interest 
paying  period  thereafter,  the  Reading  Company  shall  have 
the  right  to  pay  off  or  redeem  this  bond  at  par  and  accrued 
interest,  together  with  a premium  of  five  per  centum  ; pro- 
vided six  months’  notice  of  such  payment  or  redemption  be 
given  in  the  manner  set  forth  in  the  Collateral  Indenture. 

This  bond  shall  pass  by  delivery,  unless  registered  in 
the  owner’s  name  on  the  books  of  the  Reading  Company, 


7 


at  its  office  in  the  City  of  Philadelphia,  or  at  its  agency  in 
the  City  of  New  York,  such  registry  being  noted  on  the 
bond  by  an  officer  of  the  Company  or  its  transfer  agent.  After 
such  registration,  no  transfer  shall  be  valid  unless  made  on 
the  Reading  Company’s  books  by  the  registered  owner, 
and  similarly  noted  on  the  bond ; but  the  same  may  be 
discharged  from  registry  by  being  transferred  to  bearer,  and 
thereafter  transferability  by  delivery  shall  be  restored,  but 
this  bond  may  again  from  time  to  time  be  registered  or 
transferred  to  bearer  as  before.  Such  registration,  however, 
shall  not  affect  the  negotiability  of  the  coupons,  which  shall 
continue  to  be  transferable  by  delivery  merely. 

The  holder  also,  at  his  option,  may  surrender  for  can- 
cellation this  bond  with  the  coupons  for  future  interest 
thereon,  in  exchange  for  a registered  bond  without  coupons, 
as  provided  in  said  Indenture. 

This  bond  shall  not  become  obligatory  for  any  pur- 
pose until  it  shall  have  been  authenticated  by  the  certificate 
hereon  endorsed,  of  the  Trustee  under  said  Indenture. 

In  witness  whereof,  the  Reading  Company  has 
caused  these  presents  to  be  signed  by  its  President,  or  one 
of  its  Vice-Presidents,  and  its  corporate  seal  to  be  hereunto 
affixed,  and  to  be  attested  by  its  Secretary,  or  an  Assistant 
Secretary,  and  coupons  for  such  interest,  with  the  engraved 
signature  of  its  Treasurer,  to  be  attached  hereto,  this  first 
dav  of  April,  1901. 

Reading  Company, 

[l.  s.]  By 


President. 


Attest  : 


Secretary. 


8 


[form  of  interest  coupon,  of  which  the  first  is  to  be 
PAYABEE  OCTOBER  1,  1901.] 

No.  $ 20.00 . 

On  the  first  day  of 

Reading  Company  will  pay  to  bearer,  at  its  office  in  Phila- 
delphia, Pa.,  or  agency  in  the  City  of  New  York,  N.  Y., 
Twenty  Dollars,  United  States  Gold  Coin  of  the  standard 
existing  April  i,  1901,  without  deduction  for  taxes,  being 
six  months’  interest  then  due  on  its  Jersey  Central  Collateral 
Four  Per  Cent.  Gold  Bond,  No. 

Treasurer. 


[form  of  trustee’s  certificate.] 

This  bond  is  one  of  the  series  of  bonds  described  in  the 
within  mentioned  Indenture,  executed  by  Reading  Com- 
pany, to  the  undersigned  as  Trustee. 

The  Pennsylvania  Company  for  Insurances 
on  Lives  and  Granting  Annuities, 

Trustee. 


By 


9 


[form  of  registered  four  per  cent,  gold  bond] 

No.  $>i,oco 

UNITED  STATES  OF  AMERICA. 

READING  COMPANY. 

Jersey  Central  Collateral  4%  Registered  Gold  Bond. 

Know  all  men  by  these  presents,  That  Reading 
Company,  a corporation  of  the  State  of  Pennsylvania,  for 
value  received,  promises  to  pay  to 

or  assigns,  one  thou- 
sand dollars,  in  Gold  Coin  of  the  United  States  of  America, 
on  the  first  day  of  April,  1951,  at  the  office  of  the  Reading 
Company  in  the  City  of  Philadelphia,  Penna.,  or  its  agency 
in  the  City  of  New  York,  and  to  pay  interest  thereon  at 
the  rate  of  four  per  cent,  per  annum  from  April  1,  1901, 
payable  semi-annually,  at  the  said  office  or  agency,  in  like 
Gold  Coin,  on  the  first  day  of  April  and  the  first  day  of 
October  in  each  and  everv  year  until  the  payment  of 
said  principal  sum,  United  States  Gold  Coin  in  every 
case  to  be  of  the  standard  of  weight  and  fineness  as  it 
existed  April  1,  1901. 

Both  the  principal  and  interest  of  this  bond  are  pay- 
able without  deduction  for  any  tax  or  taxes  which  the 
Reading  Company  or  the  Trustee  may  be  required  to  pay 
or  to  retain  therefrom,  under  any  present  or  future  law  of 
the  United  States,  or  of  any  State  or  County  or  municipality 
therein. 

This  bond  is  one  of  a series  of  four  per  cent.  Gold 
Bonds  (coupon  and  registered)  of  the  Reading  Company, 
issued  and  to  be  issued,  for  an  aggregate  principal  sum  of 
Twenty-three  Million  dollars, under  and  in  pursuance  of,  and 
all  equally  secured  by  a Collateral  Indenture,  dated  April  1, 
1901,  executed  by  the  Reading  Company  to  The  Penn- 


IO 


sylvania  Company  for  Insurances  on  Lives  and  Granting 
Annuities,  as  Trustee,  pledging  one  hundred  and  forty-five 
thousand  shares  of  the  Capital  Stock  of  the  Central  Railroad 
Company  of  New  Jersey,  being  a majority  of  the  whole 
capital  stock  ol  said  company;  Twenty-nine  thousand  and 
nine  hundred  shares  of  the  Capital  Stock  of  the  Perkiomen 
Railroad  Company,  being  the  entire  capital  stock  of  the 
Perkiomen  Railroad  Company,  less  one  hundred  shares 
retained  for  corporate  organization,  and  Four  thousand  four 
hundred  shares  of  the  Capital  Stock  of  the  Port  Reading 
Railroad  Company  ; the  certificates  for  which  have  been  or 
shall  be  delivered  to  the  Trustee  pursuant  to  said  Collateral 
Indenture,  to  which  reference  is  hereby  made  for  a state- 
ment of  the  property  pledged,  the  nature  and  extent  of  the 
security,  the  rights  of  the  holders  of  said  bonds,  and  the  terms 
and  conditions  upon  which  said  bonds  are  issued  and  secured ; 
the  officers,  directors  and  stockholders  of  the  Reading  Com- 
panv  being  expressly  exempted,  relieved  and  absolved  from 
any  and  all  personal  liability  in  respect  of  said  bonds,  all 
such  liability  being  hereby  expressly  waived.  The  right  is 
reserved  to  increase  the  issue  of  said  bonds  for  the  purpose 
of  acquiring  additional  shares  of  said  Capital  Stock  of  the 
Central  Railroad  Company  of  New  Jersey,  as  provided  in 
said  Collateral  Indenture. 

On  the  first  day  of  April,  1906,  or  at  any  interest 
paying  period  thereafter,  the  Reading  Company  shall  have 
the  right  to  pay  off  or  redeem  this  bond  at  par  and  accrued 
interest,  together  with  a premium  of  five  per  centum  ; pro- 
vided six  months’  notice  of  such  payment  or  redemption  be 
given  in  the  manner  set  forth  in  the  Collateral  Indenture. 

This  bond  is  transferable  bv  the  registered  holder 
thereof,  in  person  or  by  attorney  duly  authorized,  on  the 
books  of  the  Reading  Company,  at  its  office  in  the  City  of 
Philadelphia,  or  its  agency  in  the  City  of  New  York,  upon 


surrender  and  cancellation  of  this  bond  ; and  thereafter  a 
new  registered  bond  will  be  issued  to  the  transferee  in 
exchange  therefor,  as  provided  in  said  Indenture,  and  on 
payment,  if  the  Reading  Company  shall  so  require,  of  the 
charge  therein  provided  for.  This  bond  also,  in  the  man- 
ner prescribed  in  said  Indenture  and  upon  payment  of 
the  charge  therein  provided  for,  is  exchangeable  for  coupon 
bonds  for  the  same  aggregate  principal  sum. 

This  bond  shall  not  become  obligatory  for  any  purpose 
until  it  shall  have  been  authenticated  by  the  certificate, 
hereon  endorsed,  of  the  Trustee  under  said  Indenture. 

In  witness  whereof,  the  Reading  Company  has 
caused  these  presents  to  be  signed  by  its  President,  or  one 
of  its  Vice-Presidents,  and  its  corporate  seal  to  be  hereunto 
affixed,  and  to  be  attested  by  its  Secretary,  or  an  Assistant 
Secretary,  this  first  day  of  April,  1901. 

Reading  Company, 

[l.  s.]  By 

President. 

Attest : 


Secretary. 


[form  of  trustee’s  certificate.] 

This  bond  is  one  of  the  series  of  bonds  described  in 
the  within  mentioned  Indenture,  executed  by  the  Reading 
Company  to  the  undersigned,  as  Trustee. 

The  Pennsylvania  Company  for  Insurances 
on  Lives  and  Granting  Annuities. 


Trustee. 


And  whereas,  The  coupons  to  be  attached  to  such 
coupon  bonds  are  to  be  authenticated  by  the  engraved  sig- 
nature of  the  present  Treasurer,  or  of  any  future  Treasurer 
of  the  Reading  Company,  it  being  intended  that  for  that 
purpose  the  Reading  Company  may  adopt  and  may  use  the 
engraved  signature  of  any  person  who  shall  have  been  such 
Treasurer,  notwithstanding  the  fact  that  he  may  have  ceased 
to  be  such  Treasurer  at  the  time  when  such  bonds  actually 
shall  be  certified  and  delivered,  and  such  coupons  shall  be 
attached  to  the  bonds  ; and 

Whereas,  In  pursuance  of  such  resolutions  and  con- 
sent, and  of  all  and  every  legal  power  and  authority  in  it 
vested,  the  Reading  Company  proposes  now  to  make  and 
execute,  and  from  time  to  time  to  issue  and  deliver,  bonds 
secured  hereby  ; 


1 How,  therefore,  tbxe  Hn&enture  witnessetb: 

That  in  order  to  secure  the  payment  of  the  principal  and 
interest  of  all  such  bonds  at  any  time  issued  and  outstand- 
ing under  this  Indenture,  according  to  their  tenor  and 
effect,  and  the  performance  of  all  the  covenants  and  condi- 
tions herein  contained  : 

The  Reading  Company,  party  of  the  first  part,  in 
consideration  of  the  premises,  and  of  the  sum  of  one  dollar 
to  it  by  the  Trustee  duly  paid  at  or  before  the  ensealing 
and  delivery  of  these  presents,  the  receipt  whereof  hereby 
is  acknowleged,  has  executed  and  delivered  these  presents, 
and  has  assigned,  transferred  and  pledged  and  by  these 
presents  does  assign,  transfer  and  pledge  unto  the  Trustee, 
party  of  the  second  part,  its  successors  and  assigns  forever  : 

The  following  shares  of  the  capital  stock  now  belong- 
ing to  the  Reading  Company  and  for  which  certificates  are 
to  be  transferred  and  delivered,  either  by  the  Reading  Com- 


pany  or  by  the  record  holders  of  such  certificates  or  shares, 
to  the  Trustee,  as  hereinafter  provided,  namely  : 

One  hundred  and  forty-five  thousand  shares  of  the 
Capital  Stock  of  the  Central  Railroad  Company  of  New 
Jersey,  of  the  par  value  of  $100  each,  being  a majority  of 
the  whole  capital  stock  of  said  Company  ; 

Twenty-nine  thousand  and  nine  hundred  shares  of  the 
Capital  Stock  of  the  Perkiomen  Railroad  Company,  of  the 
par  value  of  $50  each,  being  the  whole  of  the  Capital  Stock 
of  the  Perkiomen  Railroad  Company,  less  one  hundred 
shares  retained  for  corporate  organization  ; and 

Four  thousand  four  hundred  shares  of  the  Capital 
Stock  of  the  Port  Reading  Railroad  Company  of  the  par 
value  of  $100  each. 

All  property  of  every  name  and  nature,  from  time  to 
time  hereafter,  by  delivery  or  by  writing  of  any  kind,  for 
the  purposes  hereof  pledged,  assigned  or  transferred  by  the 
Reading  Company,  or  any  one  in  its  behalf,  to  the  Trustee, 
which  is  hereby  authorized  to  receive  any  property,  at  any 
and  all  times  as  and  for  additional  security,  and  also  when, 
and  as  hereinafter  provided,  as  substituted  security,  for  the 
payment  of  bonds  issued  or  to  be  issued  hereunder  and 
to  hold  and  apply  any  and  all  such  property  subject  to  the 
terms  hereof. 


bflVC  ftllb  tO  bolb  the  shares  of  stock  hereby 
transferred,  assigned  and  pledged,  or  intended  to  be  trans- 
ferred, assigned  and  pledged,  unto  the  Trustee,  its  successors 
and  assigns,  forever. 


But  in  trust,  nevertheless,  for  the  equal  and 

proportionate  benefit  and  security  of  all  present  and  future 
holders  of  the  bonds  and  interest  obligations  issued  and  to 


H 


be  issued  under  and  secured  by  this  Indenture,  and  for  the 
enforcement  of  the  payment  of  said  bonds  and  interest 
obligations,  when  payable,  and  for  the  performance  of,  and 
compliance  with,  the  covenants  and  conditions  of  this  Inden- 
ture ; without  preference,  priority  or  distinction  as  to  lien 
or  otherwise  of  any  one  bond  over  any  other  bond  by  rea- 
son of  priority  in  the  issue  or  negotiation  thereof,  so  that 
each  and  every  bond,  issued  and  to  be  issued  as  aforesaid, 
shall  have  the  same  right,  lien  and  privilege  under  and  by 
this  Indenture,  and  so  that  the  principal  and  interest  of 
every  such  bond  shall,  subject  to  the  terms  hereof,  be 
equally  and  proportionately  secured  hereby,  as  if  all  had 
been  made,  executed,  delivered  and  negotiated  simul- 
taneously with  the  execution  and  delivery  of  this  Indenture; 
it  being  intended  that  the  lien  and  security  of  this  Inden- 
ture shall  take  effect  from  the  day  of  the  date  hereof  without 
regard  to  the  date  of  actual  issue,  sale  or  disposition  of  said 
bonds  as  though,  upon  such  day,  all  of  said  bonds  had 
been  actually  issued,  sold  and  delivered  to,  and  were  in  the 
hands  of,  innocent  holders  for  value. 

And  it  is  hereby  expressly  covenanted  that  all 
such  bonds  and  the  coupons  for  interest  thereon  are  to  be 
issued,  certified,  delivered,  and  received,  and  that  the  prop- 
erties pledged  are  to  be  held  by  the  Trustee  subject  to  and 
upon  the  further  covenants,  conditions,  terms,  uses  and 
trusts  hereinafter  set  forth  ; and  accordingly  it  is  covenanted 
by  and  between  the  parties  hereto  as  follows,  viz.  : 


*5 


ARTICLE  ONE. 

Issue  and  Appropriation  of  Bonds. 

Section  i.  All  bonds  to  be  secured  hereby,  from  time 
to  time,  shall  be  executed,  and  shall  be  delivered  by  the 
Reading  Company  to  the  Trustee  for  certification,  and 
thereupon,  as  provided  in  this  Article  One,  and  not  other- 
wise, the  Trustee  shall  certify  and  deliver  the  same.  The 
aggregate  amount  of  the  bonds  issued  and  outstanding  under 
this  Indenture  shall  never  at  any  one  time  exceed  the  prin- 
cipal sum  of  forty-five  million  dollars  ($45,000,000). 

Only  such  bonds  as  shall  bear  thereon  a certificate 
substantially  in  the  form  hereinbefore  recited,  dulv  executed 
by  the  Trustee,  shall  be  secured  by  this  Indenture,  or  shall 
be  entitled  to  any  lien  or  benefit  hereunder ; and  every  such 
certificate  of  the  Trustee,  upon  any  bond  executed  in  behalf 
of  the  Reading  Company,  shall  be  conclusive  evidence  that 
the  bond  so  certified  has  been  duly  issued  hereunder,  and 
is  entitled  to  the  benefit  of  the  trust  hereby  created. 

Before  certifying  or  delivering  any  coupon  bond  hereby 
secured,  the  Trustee  shall  cut  off,  and  shall  cancel,  all  cou- 
pons thereof  then  matured. 

Sec.  2.  Of  the  bonds  authorized  to  be  issued  under 
and  secured  by  this  Indenture,  bonds  to  the  amount  of 
twenty-three  million  dollars  ($23,000,000)  immediately 
upon  the  execution  or  delivery  hereof,  or  as  soon  as  may  be 
thereafter,  in  advance  of  any  record  or  registration  hereof, 
and  without  any  further  action  on  the  part  of  the  Reading 
Company,  shall  by  the  Trustee  be  certified  and  delivered  to 
the  Reading  Company  ; and  the  Reading  Company  shall 
not  be  accountable  hereunder  to  the  Trustee  for  or  in 
respect  of  the  bonds  so  delivered  or  the  disposition  or  use 
thereof. 


Sec.  3.  The  Reading  Company  reserves  the  right  on 
the  first  day  of  April,  nineteen  hundred  and  six  (1906),  or 
at  any  subsequent  interest  paying  period,  to  pay  off  and 
redeem  the  bonds  issued  hereunder,  at  par  and  accrued  interest 
together  with  a premium  of  five  per  centum,  for  each  of 
said  bonds  ; provided,  that  six  months  prior  to  the  time 
when  it  elects  to  pay  off  and  redeem  the  bonds  it  shall 
give  notice  thereof  to  the  Trustee,  and  the  Trustee  shall 
thereupon  cause  to  be  published  in  one  newspaper  published 
in  the  City  of  New  York,  and  in  one  newspaper  published 
in  the  City  of  Philadelphia,  once  a week  for  six  successive 
weeks,  a notification  to  all  bondholders  that  on  the  day 
therein  designated  the  said  bonds  will  be  paid  off  at  par 
and  accrued  interest,  together  with  a premium  of  five  per 
centum  ; and  the  holders  of  the  said  bonds  severally 
agree  to  accept  and  receive  the  said  amount  in  full  payment 
for  each  of  said  bonds  on  the  day  fixed  for  the  payment. 
In  case  the  bonds  are  not  presented  on  the  day  named 
for  payment,  the  Reading  Company  shall  have  the  right 
to  deposit  with  the  Trustee  a sum  sufficient  to  pay  all  of 
the  outstanding  bonds  at  the  rate  hereinbefore  named, 
and  thereafter  interest  shall  cease  to  accrue  upon  said  bonds  ; 
and  on  the  delivery  to  the  Trustee  by  the  Reading  Com- 
pany of  all  bonds  paid  by  it,  and  the  payment  of  the  sums 
required  to  pay  off  the  outstanding  bonds,  and  likewise 
the  costs  and  expenses  incurred  by  the  Trustee  in  the 
trust,  the  Trustee  shall  assign  and  transfer  to  the  Reading 
Company  all  shares  of  stock  or  other  property  pledged 
hereunder,  and  shall  cause  this  collateral  Indenture  to  be 
cancelled  and  satisfied. 

Sec.  4.  The  remainder  of  such  authorized  issue  shall 
be  reserved  to  be  executed  by  the  Reading  Company  and 
to  be  certified  and  delivered  by  the  Trustee,  only  for 
the  following  purposes,  viz.  : — 


I? 


(a)  The  acquisition  of  additional  shares  of  the  Capi- 
tal Stock  of  the  Central  Railroad  Company  of  New  Jersey 
at  a price  to  be  agreed  upon  by  the  Reading  Company  and 
the  seller  of  such  shares,  but  not  in  any  case  to  exceed  One 
Hundred  and  Sixty  Dollars  ($160)  per  share. 

(b)  In  case  of  the  acquisition  of  additional  shares  ot 
the  Capital  Stock  of  the  Central  Railroad  Company  of  New 
Jersey  when  and  as  the  said  shares  are  pledged  and  delivered 
hereunder  by  transfer  and  delivery  to  the  Trustee  (in  the 
same  manner  as  is  herein  provided  for  the  145,000  shares  of 
the  Capital  Stock  of  the  Central  Railroad  Company  of  New 
Jersey  hereinbefore  referred  to),  additional  bonds  secured 
by  this  Indenture  of  Mortgage,  shall  be  issued  and  duly 
certified  by  the  Trustee  and  when  so  certified,  delivered  by 
the  Trustee  to  the  Reading  Company  or  such  persons  as  it 
may  direct,  in  payment  for  said  shares  of  Capital  Stock  of 
the  Central  Railroad  Company  of  New  Jersey  so  acquired, 
said  additional  bonds  to  be  received  in  payment  of  the  pur- 
chase price  of  said  shares  at  the  rate  of  not  less  than  nine 
hundred  and  seventy-five  dollars  for  each  one  thousand 
dollars  of  the  purchase  price  of  said  shares. 

Sec.  5 Nothing  in  this  Article  One,  or  in  any  other 
Article  of  tins  Indenture,  or  in  the  bonds  issued  hereunder, 
expressed  or  implied,  is  intended,  or  shall  be  construed,  to 
give  to  any  person  or  corporation,  other  than  the  parties 
hereto  and  the  holders  of  bonds  issued  under  and  secured 
by  this  Indenture,  any  legal  or  equitable  right,  remedy  or 
claim  under  or  in  respect  of  this  Indenture,  or  any  covenant, 
condition  or  provision  herein  contained,  all  its  covenants, 
conditions  and  provisions  being  intended  to  be  and  being 
for  the  sole  and  exclusive  benefit  of  the  parties  hereto  and 
of  the  holders  of  the  bonds  hereby  secured. 


1 8 


ARTICLE  TWO. 

Particular  Covenants  of  the  Reading  Company. 

Section  i.  Duly  and  punctually  the  Reading  Com- 
pany will  pay  the  principal  and  interest  of  every  bond 
issued  and  secured  hereunder,  without  deduction  from 
either  principal  or  interest,  for  any  tax  or  taxes  or  stamp 
duties  imposed  by  the  United  States,  or  any  State  or 
County  or  Municipality  thereof,  which  the  Reading  Com- 
pany may  be  required  to  pay,  or  to  retain  therefrom,  under 
or  by  reason  of  any  present  or  future  law. 

Duly  and  punctually  the  Reading  Company  will  pav 
the  principal  and  interest  of  every  bond  or  obligation  at  any 
time  having  a lien  superior  to  the  lien  hereof,  and  in  like 
manner  every  Company,  a majority  of  whose  shares  are 
pledged  hereunder,  duly  and  punctually  will  pay  the  principal 
and  interest  of  every  bond  or  obligation  on,  or  affecting, 
any  of  its  property. 

Sec.  i.  Whenever  demanded  by  the  Trustee,  the 
Reading  Company  will  cause  to  be  done,  executed, 
acknowledged  and  delivered,  all  and  every  such  further 
acts,  deeds,  transfers  and  assurances  for  the  better  assuring, 
conveying  and  confirming  unto  the  Trustee  all  and  singu- 
lar the  property  hereby  conveyed  or  intended  so  to  be,  or 
which  the  Reading  Company  herein  has  covenanted  and 
agreed  hereafter  to  convey  to  the  Trustee,  as  reasonably  it 
shall  require  for  better  accomplishing  the  provisions  and 
purposes  of  this  Indenture  and  for  securing  payment  of  the 
principal  and  interest  of  the  bonds  intended  to  be  secured 
hereby,  every  such  deed,  transfer  or  assurance  being  intend- 
ed to  be,  and  being  supplemental  to  this  Indenture  and  not 
an  original  or  independent  deed  or  transfer. 


l9 


Sec.  3.  The  Reading  Company,  at  an  office  to  be 
maintained  by  it  in  the  City  of  Philadelphia,  or  an  agency 
in  the  City  of  New  York,. will  keep  a sufficient  register  or 
registers  of  bonds  issued  hereunder,  which  registers  at  all 
reasonable  times  shall  be  open  to  the  inspection  of  the 
Trustee;  and,  upon  presentation  for  such  purpose,  it  will, 
under  such  reasonable  regulations  as  it  may  prescribe,  register 
therein  any  registered  or  coupon  bonds  issued  under  the 
provisions  hereof. 

Upon  presentation,  at  the  place  where  such  register  or 
registers  are  kept,  of  any  such  registered  coupon  bond  bear- 
ing a written  power  to  transfer  the  same,  executed  by  the 
registered  holder,  for  the  time  being,  in  a form  approved  by 
the  Reading  Company,  such  bond  shall  be  transferred  upon 
such  register.  The  registered  holder  of  any  such  registered 
coupon  bond  also  shall  have  the  right  to  cause  the  same  to 
be  registered  as  payable  to  bearer,  in  which  case  transfer- 
ability  by  delivery  shall  be  restored,  and  thereafter  the 
principal  of  such  bond  shall  be  payable  to  any  person  pre- 
senting the  same  ; but  any  such  coupon  bond  registered  as 
payable  to  bearer  may  be  registered  again  in  the  name  of  the 
holder  with  the  same  effect  as  a first  registration  thereof. 
Successive  registrations  and  transfers  as  aforesaid  may 
be  made  from  time  to  time  as  desired  ; and  each  registration 
of  a coupon  bond  shall  be  noted  by  an  officer  of  the  Com- 
pany, or  by  the  transfer  agent,  on  the  bond. 

Registration  of  any  coupon  bond  shall,  however,  not 
restrain  the  negotiability  of  any  coupon  thereto  belonging, 
but  every  such  coupon  shall  continue  to  pass  by  delivery 
merely,  and  shall  remain  payable  to  bearer. 

Whenever  any  coupon  bond  or  coupon  bonds, 
together  with  all  matured  coupons  thereto  belonging,  shall 
be  surrendered  for  exchange  for  registered  bonds,  Reading 


20 


Company  shall  issue,  and  the  Trustee  shall  certify  and 
deliver,  in  exchange  for  such  coupon  bond  or  bonds,  a like 
amount  of  registered  bonds,  without  coupons.  Such  regis- 
tered bonds  shall  be  for  $1,000,  or  such  multiples  thereof 
as  the  Reading  Company  shall  from  time  to  time  deter- 
mine, and  shall  bear  interest  at  the  same  rate  as  the  sur- 
rendered coupon  bonds,  and  from  the  date  of  the  last 
matured  coupon  thereof.  In  every  case  of  such  exchange 
the  Trustee  forthwith  shall  cancel  the  surrendered  bond  or 
bonds  and  coupons  and  shall  deliver  the  same  to  Reading 
Company. 

Whenever  any  such  registered  bond  shall  be  surren- 
dered for  transfer,  Reading  Company  shall  issue,  and  the 
Trustee  shall  certify  and  deliver,  to  the  transferee,  upon 
surrender  and  cancellation  of  the  bond  or  bonds  transferred, 
a like  amount  of  new  registered  bonds. 

Whenever  any  registered  bond  or  bonds  shall  be  sur- 
rendered for  exchange  for  coupon  bonds,  Reading  Company 
shall  issue,  and  the  Trustee  shall  certify  and  deliver,  in 
exchange  for  such  registered  bond  or  bonds,  a like  amount 
of  coupon  bonds.  In  every  case  of  such  exchange  the 
Trustee  forthwith  shall  cancel  the  surrendered  bond  or 
bonds  and  shall  deliver  the  same  to  Reading  Company. 

For  any  exchange  of  coupon  bonds  for  registered 
bonds  and  for  any  transfer  of  registered  bonds  without  cou- 
pons, or  for  any  exchange  of  registered  bonds  for  coupon 
bonds,  Reading  Company,  at  its  option,  may  make  a charge 
not  exceeding  one  dollar  ; but  no  charge  shall  be  made  for 
registration  of  the  principal  of  coupon  bonds. 

In  case  any  coupon  bonds  issued  hereunder,  with  the 
coupons  thereto  appertaining,  or  any  registered  bond  with- 
out coupons,  shall  become  mutilated  or  be  destroyed, 
Reading  Company,  in  its  discretion,  may  issue,  and  the 
Trustee  thereupon  shall  certify  and  deliver,  a new  bond  of 


like  tenor  and  date,  bearing  the  same  serial  number,  in 
exchange  and  substitution  for,  and  upon  cancellation  of, 
the  mutilated  coupon  bond  and  its  coupons,  or  the  regis- 
tered bond,  or  in  lieu  of,  and  substitution  for,  the  coupon 
bond  and  its  coupons,  or  the  registered  bond,  so  destroyed, 
upon  receipt  of  satisfactory  evidence  of  the  destruction  of 
such  coupon  bond  and  its  coupons,  or  of  such  registered 
bond,  and  upon  receipt  also  of  satisfactory  indemnity. 

Sec.  4.  If  any  company  of  whose  capital  stock  the 
greater  part  shall  have  been  pledged  hereunder,  at  any  time 
while  the  greater  part  of  the  capital  stock  of  such  company 
shall  be  pledged  hereunder,  shall  fail  to  pay  all  taxes, 
assessments  and  charges  lawfully  imposed  upon  the  prop- 
erty of  such  company  or  upon  the  income  and  profits 
thereof,  then  it,  the  Reading  Company,  upon  request  in 
writing  by  the  Trustee,  or  by  the  holders  of  ten  per  cent, 
in  amount  of  the  bonds  hereby  secured  and  then  outstand- 
ing, itself  will  pay  and  discharge  the  same  ; provided,  how- 
ever, that  nothing  in  this  section  contained  shall  require  the 
Reading  Company  to  pay  any  such  tax,  assessment  or 
charge,  so  long  as  in  good  faith  the  Reading  Company  shall 
contest  the  validity  thereof. 

Sec.  5.  Except  subject  to  the  lien  hereof,  or  unless 
herein  otherwise  expressly  provided,  the  Reading  Company 
will  not  sell,  encumber,  or  by  any  voluntary  act  part  with 
its  ownership  of,  or  its  title  to,  any  shares  of  stock  which 
shall  have  been  pledged  hereunder,  or  its  equity  of  redemp- 
tion therein  or  the  voting  power  thereof ; and  subject  to  the 
lien  hereof  it  will  hold  all  and  singular  such  stock  of  every 
company  of  whose  capital  stock  the  greater  part  shall  have 
been  pledged  hereunder,  and  will  exercise  its  voting  power 
thereon  in  such  manner  that  it  shall  retain  in  itself  the 


rights  and  powers  of  the  holder  of  the  greater  part  of  the 
capital  stock  of  such  company. 

As  such  holder  of  such  stock,  it  will  not,  by  affirma- 
tive vote  or  by  abstaining  from  voting,  sanction  or  permit 
any  increase  of  the  capital  stock  of  any  such  company. 

Except  as  herein  otherwise  expressly  provided,  the 
Reading  Company  will  not,  by  affirmative  vote  or  by 
abstaining  from  voting,  sanction  or  permit  any  Company, 
of  whose  capital  stock  the  greater  part  shall  be  owned  by 
the  Reading  Company  and  shall  be  pledged  hereunder,  to 
sell  or  otherwise  dispose  of  its  property  or  to  lease  the  same 
(unless  such  lease  be  terminable  hereunder  by  entry  of  the 
Trustee,  or  by  sale  of  the  Trustee,  or  pursuant  to  judicial 
proceedings),  except  to  the  Reading  Company  or  to  some 
other  company  of  whose  capital  stock  not  less  than  ninety 
per  cent,  shall  be  held  by  the  Reading  Company. 

Sec.  6.  The  Reading  Company  will  not  issue,  nego- 
tiate, sell  or  dispose  of  any  bonds  hereby  secured  in  any 
manner  other  than  in  accordance  with  the  provisions  of  this 
Indenture  and  the  agreements  in  that  behalf  herein  con- 
tained ; and  in  issuing,  selling,  negotiating  or  otherwise 
disposing  of  such  bonds,  from  time  to  time,  it  will  well  and 
truly  apply,  or  cause  to  be  applied,  the  same,  or  the  pro- 
ceeds thereof,  to  and  for  the  purpose  herein  prescribed,  and 
to  and  for  no  other  or  different  purpose. 


ARTICLE  THREE. 


Trusts  relating  to  Pledged  Stocks. 

Section  i . The  Trustee  may  do  whatever  may  be  nec- 
essary for  the  purpose  of  maintaining  or  preserving  the  cor- 
porate existence  of  any  company  the  greater  part  of  whose 
shares  shall  have  been  pledged  hereunder,  and  for  such  pur- 
poses, from  time  to  time,  it  may  sell,  assign,  transfer  and 
deliver  so  many  shares  of  the  stock  of  the  several  companies 
as  may  be  necessary  to  qualify  persons  to  act  as  directors  of, 
or  in  any  other  official  relation  to,  said  companies  ; provided, 
however,  that  under  this  provision  no  transfer  shall  be  made 
which  shall  reduce  the  amount  of  stock  in  any  company 
held  by  the  Trustee,  so  as  to  render  it  less  than  a controll- 
ing interest  in  such  stock  ; and  in  every  case  the  T rustee 
may  make  such  arrangements  as  it  shall  deem  necessary  for 
the  protection  of  the  trust  hereunder. 

The  Trustee  may  cause  to  be  transferred  into  its  own 
name,  as  Trustee  hereunder,  all  shares  of  stock  delivered 
and  assigned  to  it,  or  which  at  any  time  hereafter  may  be 
delivered  and  assigned  to  it  as  security  hereunder. 

Sec.  2.  Unless  and  until  a Receiver  shall  have  entered 
into  possession  of  the  property  of  the  Reading  Company 
or  of  any  of  the  companies  whose  capital  stock  is  pledged 
hereunder,  the  Trustee  shall  not  collect  or  be  entitled  to 
collect  the  dividends  on  any  shares  of  stock  now  or  here- 
after pledged  with,  or  assigned  to,  the  Trustee  under  this 
Indenture,  but  the  Reading  Company  shall  be  entitled  to 
receive  all  dividends  on  all  shares  of  stock  which  shall  have 
been  transferred  to  or  pledged  with  the  Trustee  pursuant  to 
any  provision  of  this  Indenture  or  which  shall  be  subject  to 
the  lien  hereof ; and  from  time  to  time  (subject  to  the  cove- 
nants in  respect  thereof  herein  contained),  upon  the  request 


24 


of  the  Reading  Company  the  Trustee  shall  deliver  orders 
in  favor  of  the  Reading  Company,  or  its  nominees,  for  the 
payment  of  dividends,  and  the  Reading  Company  may  col- 
lect such  dividends,  but  not  by  any  proceeding  which  the 
Trustee  shall  deem  to  be  prejudicial  to  the  trusts  hereunder  ; 
and  the  Trustee  at  once  shall  pay  over  to  the  Reading  Com- 
pany any  dividends  which  may  be  collected  or  received  by  it. 

Unless  a Receiver  shall  have  entered  into  possession 
ol  the  property  of  the  Reading  Company  or  of  anv  of  the 
companies  whose  capital  stock  or  any  part  thereof  is 
pledged  hereunder,  or  unless  the  Trustees  after  default 
shall  have  elected  to  exercise  the  powers  relating  to  default 
herein  contained,  the  Reading  Company  shall  have  a right 
to  vote  upon  all  the  shares  of  stock  pledged  hereunder  for 
all  purposes  not  inconsistent  with  the  provisions  or  purposes 
of  this  Indenture  and  with  the  same  force  and  effect  as 
though  such  pledge  had  not  been  made  ; and  from  time  to 
time,  upon  demand  of  the  Reading  Company,  the  Trustee, 
forthwith,  shall  execute  and  deliver,  or  shall  cause  to  be 
executed  and  delivered,  to  the  Reading  Company,  or  to  its 
nominees,  suitable  powers  of  attorney  or  proxies  to  vote 
upon  any  shares  of  stock  which  shall  have  been  transferred 
into  the  name  of  the  Trustee. 

In  case,  at  any  time,  any  company  of  whose  capital 
stock  the  greater  part  shall  be  held  by  the  Trustee  here- 
under, shall  be  dissolved  or  liquidated,  or  in  case  all  or  any 
of  the  property  of  any  such  company  shall  be  sold  upon  the 
insolvency  of  such  company  at  any  judicial  or  other  sale,  the 
Trustee  may  take  such  steps  as  in  its  discretion  it  shall  deem 
advisable  to  protect  its  interests  hereunder  in  respect  of  any 
stock  subject  to  the  lien  hereof,  and  for  that  purpose  it  may 
join  in  any  plan  of  re-organization  in  respect  of  any  stocks 
and  may  accept  new  securities  issued  in  exchange  therefor 
under  such  plan. 


25 


The  Reading  Company  covenants  that,  on  demand  of 
the  Trustee,  it,  the  Reading  Company,  forthwith  will  pay, 
or  will  satisfactorily  provide  for,  all  expenditures  incurred 
by  the  Trustee  under  any  of  the  provisions  of  this  Section, 
including  all  sums  required  to  obtain  and  perfect  the  owner- 
ship and  title  to  any  property  which  the  Trustee  shall  pur- 
chase or  cause  to  be  purchased  pursuant  to  the  provisions 
of  this  Section,  and  in  case  the  Reading  Company  shall  fail 
so  to  do,  then,  without  impairment  of,  or  prejudice  to,  any 
of  its  rights  hereunder  by  reason  of  the  default  of  the  Read- 
ing Company,  the  Trustee,  in  its  discretion,  may  advance 
all  such  expenses  and  other  monevs  required,  or  may  pro- 
cure such  advances  to  be  made  by  others,  and  for  such 
advances  made  by  the  Trustee,  or  others  at  its  request,  with 
interest  thereon,  the  Trustee  shall  have  a lien  prior  to  these 
presents  upon  all  the  stocks,  claims  or  indebtedness  in 
respect  of  which  such  advances  shall  have  been  made,  and 
the  proceeds  thereof  and  any  property  acquired  therewith. 

In  case  the  Trustee  shall  not  purchase  or  cause  to  be 
purchased  the  property  sold  at  any  such  sale,  and  shall  not 
join  in  a plan  of  re-organization  as  aforesaid  in  respect  of 
such  stock,  then  the  Trustee  shall  receive  any  portion  of 
the  proceeds  of  the  sale  accruing  on  the  securities  by  it  held 
hereunder,  and  such  proceeds,  from  time  to  time,  shall  be 
used  by  the  Trustee  in  the  purchase  at  the  lowest  price 
obtainable,  or  redemption  by  lot  of  bonds  secured  herebv. 


26 


ARTICLE  FOUR. 

Remedies  of  Trustee  and  Bondholders. 

Section  i.  No  coupon  belonging  to  any  bond  hereby 
secured,  which  in  any  way,  at  or  after  maturity,  shall  have 
been  transferred  or  pledged  separate  and  apart  from  the 
bond  to  which  it  relates,  shall,  unless  accompanied  by  such 
bond,  be  entitled,  in  case  of  a default  hereunder,  to  any 
benefit  of,  or  from,  this  Indenture,  except  after  the  prior 
payment  in  full  of  the  principal  of  the  bonds  issued  here- 
under, and  of  all  coupons  and  interest  obligations,  not  so 
transferred  or  pledged. 

Sec.  2.  In  case  (i)  default  shall  be  made  in  the  pay- 
ment of  any  interest  on  any  bond  or  bonds  secured  by  this 
I ndenture,  and  any  such  default  shall  continue  for  a period 
of  six  months  ; or  in  case  (2)  default  shall  be  made  in  the 
due  and  punctual  payment  of  the  principal  of  any  bond 
hereby  secured  ; or  in  case  (3)  default  shall  be  made  in  the 
due  observance  or  performance  of  any  other  covenant  or 
condition  herein  required  to  be  kept  or  performed  by  the 
Reading  Company,  and  any  such  last-mentioned  default 
shall  continue  for  a period  of  six  months  after  written  notice 
thereof  from  the  Trustee  or  from  the  holders  of  twenty  per 
centum  in  amount  of  the  bonds  hereby  secured,  then  and 
in  each  and  every  such  case  the  Trustee  personally,  or  by 
its  agents  or  attorneys,  may  vote  the  shares  of  stock  hereby 
pledged,  and  exercise  any  and  every  corporate  power 
belonging  or  pertaining  to  the  ownership  of  the  shares  of 
Capital  Stock  to  manage  and  control  the  several  corpora- 
tions whose  stock  is  pledged  hereunder,  and  all  dividends 
or  revenue  arising  therefrom  shall  be  applied  as  follows  : 

In  case  the  principal  of  the  bonds  hereby  secured 
shall  not  have  become  due,  to  the  payment  of  the 


27 

interest  in  default,  in  the  order  of  the  maturity  of  the 
installments  of  such  interest,  with  interest  thereon  at 
the  rate  of  four  per  centum  per  annum  ; such  payments 
to  be  made  ratably  to  the  persons  entitled  thereto, 
without  discrimination  or  preference. 

In  case  the  principal  of  the  bonds  hereby  secured 
shall  have  become  due,  by  declaration  or  otherwise,  to 
the  payment,  firsts  of  the  interest  in  default  (with  inter- 
est on  the  overdue  installments  thereof  at  the  rate  of 
four  per  centum  per  annum)  in  the  order  of  the  matur- 
ity of  the  installments,  and,  second , to  the  payment  of 
the  principal  of  all  bonds  hereby  secured ; in  every 
instance  such  payments  to  be  made  ratably  to  the  per- 
sons entitled  to  such  payment  without  any  discrimina- 
tion or  preference. 

These  provisions,  however,  not  being  intended  in 
anywise  to  modify  the  provisions  of  Section  i of  this 
Article  Four. 

Sec.  3.  In  case  default  shall  be  made  in  the  payment 
of  any  interest  on  any  bond  or  bonds  hereby  secured,  and 
any  such  default  shall  continue  for  a period  of  six  months, 
then  and  in  every  case  of  such  continuing  default,  upon  the 
written  request  of  the  holders  of  a majority  in  amount  of 
the  bonds  hereby  secured  then  outstanding,  the  Trustee,  by 
notice  'n  writing  delivered  to  the  Reading  Company,  shall 
declare  the  principal  of  all  bonds  hereby  secured  and  then 
outstanding  to  be  due  and  payable  immediately,  and  upon 
any  such  declaration  the  same  shall  become  and  be  imme- 
diately due  and  payable,  anything  in  this  Indenture  or  in 
said  bonds  contained  to  the  contrary  notwithstanding.  This 
provision,  however,  is  subject  to  the  condition  that  if,  at 
any  time  after  the  principal  of  said  bonds  shall  have  been  so 
declared  due  and  payable,  all  arrears  of  interest  upon  all 


28 


such  bonds,  with  interest  at  the  rate  of  four  per  centum  per 
annum  on  overdue  installments  of  interest,  shall  be  paid  by 
the  Reading  Company  or  be  collected  out  of  the  mortgaged 
premises  before  any  sale  of  the  mortgaged  premises  shall 
have  been  made,  then  and  in  every  such  case  the  holders  of 
a majority  in  amount  of  the  bonds  hereby  secured  then  out- 
standing, by  written  notice  to  the  Reading  Company,  and 
to  the  Trustee,  may  waive  such  default  and  its  consequen- 
ces ; but  no  such  waiver  shall  extend  to  or  affect  any  subse- 
quent default,  or  impair  any  right  consequent  thereon. 

Sec.  4.  In  case  (1)  default  shall  be  made  in  the  pay- 
ment of  any  interest  on  any  bond  at  any  time  issued  under 
and  secured  by  this  Indenture,  and  any  such  default  shall 
continue  for  a period  of  six  months  ; or  in  case  (2)  default 
shall  be  made  in  the  due  and  punctual  payment  of  the 
principal  of  any  bond  hereby  secured;  or  in  case  (3)  default 
shall  be  made  in  the  due  observance  or  performance  of  any 
other  covenant  or  condition  herein  required  to  be  kept  or 
performed  by  the  Reading  Company,  and  any  such  default 
shall  continue  for  a period  of  six  months  after  written  notice 
thereof  from  the  Trustee  or  from  the  holders  of  twenty 
per  centum  in  amount  of  the  bonds  hereby  secured ; 
then,  and  in  each  and  every  such  case  of  default,  the 
Trustee,  personally  or  by  attorney,  in  its  discretion  (a) 
may  sell  to  the  highest  and  best  bidder  all  and  singular 
the  pledged  shares  of  stock,  of  every  kind,  and  all  right, 
title  and  interest,  claim  and  demand  therein,  and  right  of 
redemption  thereof,  in  one  lot,  unless  a sale  in  different 
parcels  shall  be  required  under  the  provisions  of  Section  6 
of  this  Article  Four,  in  which  case  such  sale  may  be  made 
as  in  said  Section  6 provided  ; which  sale  or  sales  shall  be 
made  at  public  auction  at  such  place  in  the  City  of  Phila- 
delphia, in  the  State  of  Pennsylvania,  or  at  such  other  place 


29 


or  places,  and  at  such  time  and  upon  such  terms  as  the 
Trustee  may  fix  and  briefly  specify  in  the  notice  of  sale  to 
be  given,  as  herein  provided;  or  (b)  may  proceed  to  pro- 
tect and  enforce  its  rights  and  the  rights  of  bondholders 
under  this  Indenture,  by  a suit  or  suits  in  equity  or  at  law, 
whether  for  the  specific  performance  of  any  covenant  or 
agreement  contained  herein,  or  in  aid  of  the  execution  of 
any  power  herein  granted,  or  for  the  foreclosure  of  this 
Indenture,  or  for  the  enforcement  of  any  other  appropriate 
legal  or  equitable  remedy,  as  the  Trustee,  being  advised  by 
counsel  learned  in  the  law,  shall  deem  most  effectual  to 
protect  and  enforce  any  of  its  rights  or  duties  hereunder. 

Sec.  5.  Upon  the  written  request  of  the  holders  of 
twenty-five  per  centum  in  amount  of  the  bonds  hereby 
secured,  in  case  of  any  such  continuing  default,  it  shall  be 
the  duty  of  the  Trustee,  upon  being  indemnified,  as  here- 
inafter provided,  to  take  all  steps  needful  for  the  protection 
and  enforcement  of  its  rights  and  the  rights  of  the  holders 
of  the  bonds  hereby  secured,  and  to  exercise  the  power  of 
sale  herein  conferred,  or  to  take  appropriate  judicial  pro- 
ceedings by  action,  suit  or  otherwise,  as  the  Trustee,  being 
advised  by  counsel  learned  in  the  law,  shall  deem  most 
expedient  in  the  interest  of  the  holders  of  the  bonds  hereby 
secured;  but  anything  in  this  Indenture  to  the  contrary 
notwithstanding  (except  as  provided  in  Section  6 of  this 
article),  the  holders  of  seventy-five  per  centum  in  amount 
of  the  bonds  hereby  secured  and  then  outstanding,  from 
time  to  time,  shall  have  the  right  to  direct  and  control  the 
method  and  place  of  conducting  any  and  all  proceedings  for 
any  sale  of  the  premises  hereby  conveyed,  mortgaged  or 
pledged,  or  for  the  foreclosure  of  this  Indenture,  or  for  the 
appointment  of  a Receiver  or  of  any  other  proceedings 
hereunder. 


Sec.  6.  In  the  event  of  any  sale,  whether  made  under 
the  power  of  sale  hereby  granted  or  conferred,  or  under  or 
by  virtue  of  judicial  proceedings,  or  of  some  judgment  or 
decree  of  foreclosure  and  sale,  the  whole  of  the  shares  of 
stock  and  other  property,  if  any,  hereby  mortgaged  and 
pledged  shall  be  sold  by  itself  in  one  lot  and  as  an 
entirety,  including  all  the  rights,  title  and  estates  in 
said  stocks,  unless  the  holders  of  a majority  in  amount 
of  the  bonds  hereby  secured  then  outstanding  shall  in 
writing  request  the  Trustee  to  cause  said  shares  of  stock 
to  be  sold  in  different  parcels,  in  which  case  the  sale  shall 
be  made  in  such  parcels  as  may  be  specified  in  such  request 
or  petition,  unless  such  sale  in  parcels  is  impracticable  by 
reason  of  some  statute  or  other  cause  ; and  this  provision 
shall  bind  the  parties  hereto,  and  each  and  every  of  the 
holders  of  the  bonds  and  coupons  hereby  secured,  or 
intended  so  to  be. 

Sec.  7.  Notice  of  any  such  sale  pursuant  to  any  pro- 
vision in  this  Indenture  shall  state  the  time  and  place  when 
and  where  the  same  is  to  be  made,  and  shall  contain  a brief 
general  description  of  the  property  to  be  sold,  and  shall  be 
sufficiently  given  if  published  once  in  each  week  for  four 
successive  weeks  prior  to  such  sale  in  a newspaper  published 
in  New  York,  N.  Y.,  and  in  a newspaper  published  in 
Philadelphia,  Pennsylvania. 

Sec.  8.  The  Trustee,  from  time  to  time,  may  adjourn 
any  sale  to  be  made  by  it  under  the  provisions  of  this 
Indenture,  by  announcement  at  the  time  and  place  appointed 
for  such  sale,  or  for  such  adjourned  sale  or  sales  ; and  with- 
out further  notice  or  publication,  it  may  make  such  sale  at 
the  time  and  place  to  which  the  same  shall  be  so  adjourned. 

Sec.  9.  Upon  the  completion  of  any  sale  or  sales 


under  this  Indenture,  the  Trustee  shall  execute  and  deliver 
to  the  accepted  purchaser  or  purchasers  good  and  sufficient 
instrument  or  instruments  of  assignment  and  transfer  of  the 
property  sold.  And  the  Trustee  and  its  successors  hereby 
are  appointed  the  true  and  lawful  attorney  or  attorneys 
irrevocable  of  the  Reading  Company  in  its  name  and  stead, 
to  make  all  necessary  transfers  of  shares  of  stock  thus  sold  ; 
and  for  that  purpose  it  and  they  may  execute  all  necessary 
acts  of  assignment  and  transfer,  and  may  substitute  one  or 
more  persons  with  like  power  ; the  Reading  Company 
hereby  ratifying  and  confirming  all  that  its  said  attorney  or 
attorneys  or  such  substitute  or  substitutes  shall  lawfully  do 
by  virtue  hereof. 

Any  such  sale  or  sales  made  under  or  by  virtue  of  this 
Indenture,  whether  under  the  power  of  sale  hereby  granted 
and  conferred,  or  under  or  by  virtue  of  judicial  proceedings, 
shall  operate  to  divest  all  right,  title,  interest,  claim  and 
demand  whatsoever,  either  at  law  or  :n  equity,  of  the 
Reading  Company,  of,  in  and  to  the  premises  sold,  and 
shall  be  a perpetual  bar  both  at  law  and  in  equity,  against 
the  Reading  Company,  its  successors  and  assigns,  and 
against  any  and  all  persons  claiming  or  to  claim  the  shares 
of  stock  sold,  or  any  part  thereof,  from,  through  or  under 
the  Reading  Company,  or  its  successors  or  assigns. 

Sec.  io.  The  receipt  of  the  Trustee  shall  be  a suffi- 
cient discharge  to  any  purchaser  of  the  property  or  any  part 
thereof,  sold  as  aforesaid,  for  the  purchase  money;  and  no 
such  purchaser  or  his  representatives,  or  assigns,  after 
paying  such  purchase  money  and  receiving  such  receipt, 
shall  be  bound  to  see  to  the  application  of  such  purchase 
money  upon  or  for  any  trust  or  purpose  of  this  Indenture, 
or  in  any  manner  whatsoever  be  answerable  for  any  loss, 
misapplication  or  non-application  of  any  such  purchase 


money  or  any  part  thereof,  or  be  bound  to  inquire  as  to  the 
authorization,  necessity,  expediency  or  regularity  of  any 
such  sales. 

Sec.  ii  In  case  of  any  sale,  whether  made  under  the 
power  of  sale  granted  herein  or  in  or  pursuant  to  judicial 
proceedings  in  enforcement  of  the  lien  of  this  Indenture, 
the  whole  of  the  principal  sums  of  the  bonds  hereby 
secured,  if  not  previously  due,  shall  at  once  become  due 
and  payable,  anything  in  said  bonds  or  in  this  Indenture  to 
the  contrary  notwithstanding. 

Sec.  12.  The  purchase  money,  proceeds  or  avails  of 
any  such  sale,  whether  under  the  power  of  sale  hereby 
granted  or  pursuant  to  judicial  proceedings,  together  with 
any  other  sums  which  may  then  be  held  by  the  Trustee 
under  any  of  the  provisions  of  this  Indenture  as  part  of  the 
trust  estate  or  the  proceeds  thereof,  shall  be  applied  as 
follows  : 

First.  To  the  payment  of  the  costs  and  expenses 
of  such  sale,  including  a reasonable  compensation  to 
the  Trustee,  its  agents,  attorneys  and  counsel,  and  of 
all  expenses,  liabilities  and  advances  made  or  incurred 
by  the  Trustee  in  managing  and  maintaining  the 
property  hereby  conveyed  or  intended  so  to  be,  and 
to  the  payment  ol  all  taxes,  assessments  or  liens  prior 
to  the  lien  of  these  presents,  except  any  taxes,  assess- 
ments or  other  superior  liens  to  which  such  sales  shall 
have  been  made  subject. 

Second.  To  the  payment  of  the  whole  amount 
then  owing  or  unpaid  upon  the  bonds  hereby  secured 
for  principal  and  interest,  with  interest  at  the  rate  of 
four  per  centum  per  annum  on  the  overdue  installments 
of  interest,  and  in  case  such  proceeds  shall  be  insuffi- 
cient to  pay  in  full  the  whole  amount  so  due  and 


33 


unpaid  upon  the  said  bonds,  then  to  the  payment  of 
such  principal  and  interest,  without  preference  or  pri- 
ority of  principal  over  interest,  or  of  interest  over 
principal,  or  of  any  installment  of  interest  over  any 
other  installment  of  interest,  ratably,  to  the  aggregate 
of  such  principal  and  the  accrued  and  unpaid  interest, 
subject,  however,  to  the  provisions  of  Section  i of  this 
Article  Four; 

Third.  To  the  payment  of  the  surplus,  if  any,  to 
whomsoever  may  be  lawfully  entitled  to  receive  the 
same. 

Sec.  13.  Upon  any  such  sale  by  the  Trustee,  or  pur- 
suant to  judicial  proceedings,  any  purchaser,  for  or  in 
settlement  or  payment  of  the  purchase  price  of  the  property 
purchased,  shall  be  entitled  to  use  and  apply  any  bonds, 
and  any  matured  and  unpaid  coupons  hereby  secured,  by 
presenting  such  bonds  and  coupons  in  order  that  there  may 
be  credited  thereon,  the  sums  applicable  to  the  payment 
thereof  out  of  the  net  proceeds  of  such  sale  after  making 
any  deductions  which  may  be  made  from  the  proceeds  of 
sale  for  costs,  expenses,  compensations  and  other  charges  ; 
and  such  purchaser  thereupon  shall  be  credited,  on  account 
of  such  purchase  price  payable  by  him,  with  the  sums  appli- 
cable out  of  such  net  proceeds  to  the  payment  of,  and 
credited  on,  the  bonds  and  coupons  so  presented  ; and,  at 
any  such  sale,  any  bondholder  may  bid  for,  and  purchase, 
such  property,  and  may  make  payment  therefor  as  afore- 
said, and  upon  compliance  with  the  terms  of  sale,  may  hold, 
retain  and  dispose  of  such  property  without  further  account- 
ability. 

Sec.  14.  T he  Reading  Company  covenants  that  (1) 
in  case  default  shall  be  made  in  the  payment  of  any  interest 
on  any  bonds  at  any  time  outstanding  and  secured  by  this 


Indenture,  and  such  default  shall  continue  for  a period  of 
six  months,  or  (a)  in  case  default  shall  be  made  in  the  pay- 
ment of  the  principal  of  any  such  bonds  when  the  same 
shall  become  payable,  whether  at  the  maturity  of  said  bonds, 
or  by  declaration  as  authorized  by  this  Indenture,  or  by  a 
sale  of  the  mortgaged  and  pledged  shares  of  capital  stock  as 
hereinbefore  provided,  then,  upon  demand  of  the  Trustee, 
the  Reading  Company  will  pay  to  the  Trustee,  for  the 
benefit  of  the  holders  of  the  bonds  and  coupons  hereby 
secured,  then  outstanding,  the  whole  amount  due  and  pay- 
able on  all  such  bonds  and  coupons  then  outstanding,  fdr 
interest  or  principal,  or  both,  as  the  case  may  be,  with 
interest  at  the  rate  of  four  per  centum  per  annum  upon  the 
overdue  principal  and  installments  of  interest ; and  in  case 
the  Reading  Company  shall  fail  to  pay  the  same  forthwith 
upon  such  demand,  the  Trustee,  in  its  own  name,  and  as 
Trustee  of  an  express  trust,  shall  be  entitled  to  recover 
judgment  for  the  whole  amount  so  due  and  unpaid. 

The  Trustee  shall  be  entitled  to  recover  judgment  as 
aforesaid,  either  before  or  after  or  during  the  pendency  of 
any  proceedings  for  the  enforcement  of  the  lien  of  this 
Indenture  upon  the  mortgaged  and  pledged  shares  of  Cap- 
ital Stock,  and  the  right  of  the  Trustee  to  recover  such 
judgment  shall  not  be  affected  by  any  sale  hereunder, 
or  by  the  exercise  of  any  other  right,  power  or  rem- 
edy for  the  enforcement  of  the  provisions  of  this  Indenture 
or  the  foreclosure  of  the  lien  thereof ; and  in  the  case  of  a 
sale  of  the  mortgaged  and  pledged  shares,  and  of  the  appli- 
cation of  the  proceeds  of  sale  to  the  payment  of  the  bonds 
secured  hereby,  the  Trustee,  in  its  own  name  and  as  Trus- 
tee of  an  express  trust,  shall  be  entitled  to  enforce  payment 
of  and  to  receive  all  amounts  then  remaining  due  and 
unpaid  upon  any  and  all  of  the  bonds  issued  hereunder  and 
then  outstanding,  for  the  benefit  of  the  holders  thereof,  and 


shall  be  entitled  to  recover  judgment  tor  any  portion  of  the 
debt  remaining  unpaid,  with  interest.  No  recovery  of  any 
such  judgment  by  the  Trustee,  and  no  levy  of  any  execu- 
tion upon  any  such  judgment  upon  property  subject  to  the 
lien  of  this  Indenture,  or  upon  any  other  property,  shall  in 
any  manner  or  to  any  extent  affect  the  lien  of  this  Inden- 
ture upon  the  mortgaged  and  pledged  shares  or  any  part 
thereof,  or  any  rights,  powers  or  remedies  of  the  Trustees 
hereunder,  or  any  lien,  rights,  powers  or  remedies  of  the 
holders  of  the  bonds  hereby  secured,  but  such  lien,  rights, 
powers  and  remedies  of  the  Trustee  and  of  the  bondholders 
shall  continue  unimpaired  as  before. 

Any  moneys  thus  collected  by  the  Trustee  under  this 
section  shall  be  applied  by  the  Trustee  towards  payment  of 
the  amounts  then  due  and  payable  upon  such  bonds  and 
coupons,  respectively,  ratably  and  without  any  preference 
or  priority  of  any  kind,  upon  presentation  of  the  respective 
bonds  and  coupons  and  stamping  such  payment  thereon,  if 
partly  paid,  or  upon  cancellation  thereof,  if  paid  in  full. 

Sec.  15.  The  Reading  Company  will  not  at  any  time 
insist  upon  or  plead,  or  in  any  manner  whatever  claim,  or 
take  the  benefit  or  advantage  of,  any  stay  or  extension  law, 
now  or  at  any  time  hereafter  in  force  in  any  locality  where 
the  mortgaged  or  pledged  property,  or  any  part  thereof 
may  or  shall  be  situate,  nor  will  it  claim,  take  or 
insist  on,  any  benefit  or  advantage  from  any  law  now  or 
hereafter  in  force  providing  for  the  valuation  or  appraisment 
of  the  mortgaged  or  pledged  property,  or  any  part 
thereof,  prior  to  any  sale,  or  sales,  thereof  to  be  made 
pursuant  to  any  provision  herein  contained,  or  to  the  decree 
of  any  court  of  competent  jurisdiction,  nor  after  any  such 
sale  or  sales  will  it  claim  or  exercise  any  right,  under  any 
statute  enacted  by  any  State,  or  otherwise,  to  redeem  the 


36 


property  so  sold  or  any  part  thereof,  and  the  Reading 
Company  hereby  expressly  waives  all  benefit  and  advantage 
of  any  such  law  or  laws,  and  covenants  that  it  will  not  hin- 
der, delay  or  impede  the  execution  of  any  power  herein 
granted  and  delegated  to  the  Trustee,  but  that  it  will  suffer 
and  permit  the  execution  of  every  such  power  as  though 
no  such  law  or  laws  had  been  made  or  enacted. 

Sec.  i 6.  No  holder  of  any  bond  or  coupon  hereby 
secured  shall  have  any  right  to  institute  any  suit,  action 
or  proceeding  in  equity  or  at  law  for  the  foreclosure  of  this 
Indenture,  or  for  the  execution  of  any  trust  thereof,  or  for 
the  appointment  of  a Receiver,  or  for  any  other  remedy 
hereunder,  unless  such  holder  previously  shall  have  given 
to  the  Trustee  written  notice  of  such  default  and  of  the 
continuance  thereof,  as  hereinbefore  provided  ; nor  unless, 
also,  the  holders  of  twenty-five  per  centum  in  amount  of 
the  bonds  hereby  secured,  then  outstanding,  shall  have 
made  written  request  upon  the  Trustee  and  shall  have 
afforded  to  it  a reasonable  opportunity,  either  to  proceed  to 
exercise  the  powers  hereinbefore  granted,  or  to  institute 
such  action,  suit  or  proceeding  in  its  own  name  ; nor  unless, 
also,  they  shall  have  offered  to  the  Trustee  adequate 
security  and  indemnity  against  the  costs,  expenses  and  lia- 
bilities to  be  incurred  therein  or  thereby  ; and  such  notifi- 
cation, request  and  offer  of  indemnity  are  hereby  declared, 
in  every  such  case,  at  the  option  of  the  Trustee,  to  be 
conditions  precedent  to  the  execution  of  the  powers  and 
trusts  of  this  Indenture  and  to  any  action  or  cause  of  action, 
for  foreclosure  or  for  the  appointment  of  a Receiver,  or  for 
any  other  remedy  hereunder ; it  being  understood  and 
intended  that  no  one  or  more  holders  of  bonds  and  coupons 
shall  have  any  right  in  any  manner  whatever  to  affect, 
disturb,  or  prejudice  the  lien  of  this  Indenture  by  his  or 


37 


their  action,  or  to  enforce  any  right  hereunder,  except  in 
the  manner  herein  provided,  and  that  all  proceedings  at  law 
or  in  equity  shall  be  instituted,  had  and  maintained  in  the 
manner  herein  provided  and  for  the  equal  benefit  of  all 
holders  of  such  outstanding  bonds  and  coupons. 

Sec.  17.  Except  as  herein  expressly  provided  to  the 
contrary,  no  remedy  herein  conferred  upon  or  reserved  to 
the  Trustee,  or  to  the  holders  of  bonds  hereby  secured,  is 
intended  to  be  exclusive  of  any  other  remedy,  but  each  and 
every  such  remedy  shall  be  cumulative,  and  shall  be  in 
addition  to  every  other  remedy  given  hereunder  or  now  or 
hereafter  existing  at  law  or  in  equity  or  by  statute. 

Sec.  18.  No  delay  or  omission  of  the  Trustee,  or  of 
any  holder  of  bonds  hereby  secured,  to  exercise  any  right 
or  power  accruing  upon  any  default,  continuing  as  aforesaid, 
shall  impair  any  such  right  or  power,  or  shall  be  construed 
to  be  a waiver  of  any  such  default,  or  an  acquiescence 
therein  ; and  every  power  and  remedy  given  hereby  to  the 
Trustee,  or  to  the  bondholders,  may  be  exercised  from 
time  to  time,  and  as  often  as  may  be  deemed  expedient,  by 
the  Trustee  or  by  the  bondholders. 


ARTICLE  FIVE. 


Immunity  of  Officers,  Directors  and  Stockholders. 

No  recourse  under  or  upon  any  obligation,  covenant  or 
agreement  of  this  Indenture,  or  of  any  bond,  or  coupon 
hereby  secured,  or  because  of  the  creation  of  any  indebted- 
ness hereby  secured,  shall  be  had  against  any  incorporator, 
stockholder,  officer  or  director  of  the  Reading  Company,  or 
of  any  successor  corporation,  either  directly  or  through  the 
Reading  Company,  by  the  enforcement  of  any  assessment 
or  by  any  legal  or  equitable  proceeding  by  virtue  of  any 
statute  or  otherwise  ; it  being  expressly  agreed  and  under- 
stood that  this  Indenture,  and  the  obligations  hereby 
secured,  are  solely  corporate  obligations,  and  that  no  per- 
sonal liability  whatever  shall  attach  to,  or  be  incurred  by, 
the  incorporators,  stockholders,  officers  or  directors  of  the 
Reading  Company,  or  of  any  successor  corporation,  or  any 
of  them,  because  of  the  incurring  of  the  indebtedness  hereby 
authorized,  or  under  or  by  reason  of  any  of  the  obligations, 
covenants  or  agreements  contained  in  this  Indenture,  or  in 
any  of  the  bonds  or  coupons  hereby  secured,  or  implied 
therefrom  ; and  that  any  and  all  personal  liability  of  every 
name  and  nature,  either  in  common  law  or  in  equity,  or  by 
statute  or  constitution,  of  any  and  all  rights  and  claims 
against,  every  such  stockholder,  officer  or  director,  are 
hereby  expressly  waived  as  a condition  of,  and  as  a consid- 
eration for,  the  execution  of  this  Indenture  and  the  issue  of 
such  bonds  and  interest  obligations. 


39 


ARTICLE  SIX. 

Bondholders’  Acts,  Holdings  and  Apparent  Authority. 

Section  i.  Any  request  or  other  instrument,  required 
by  this  Indenture  to  be  signed  and  executed  by  bond- 
holders, may  be  in  any  number  of  concurrent  instruments 
of  similar  tenor,  and  may  be  signed  or  executed  by  such 
bondholders  in  person  or  by  agent  appointed  in  writing. 
Proof  of  the  execution  of  any  such  request  or  other  instru- 
ment, or  of  a writing  appointing  any  such  agent,  and  of  the 
holding  by  any  person  of  coupon  bonds  transferable  by 
delivery,  shall  be  sufficient  for  any  purpose  of  this  Inden- 
ture, and  shall  be  conclusive  in  favor  of  the  T rustee  with 
regard  to  due  action  taken  by  it  under  such  request  or 
other  instrument,  if  made  in  the  following  manner  : 

The  fact  and  date  of  the  execution  by  any  person  of 
any  such  request,  or  other  instrument,  or  writing,  may  be 
proved  by  the  certificate  of  any  notary  public,  or  other 
officer  at  that  time  authorized  to  take  acknowledgements  of 
deeds  to  be  recorded  in  New  York  or  in  Pennsylvania,  that 
the  person,  signing  such  request  or  other  instrument, 
acknowledged  to  him  the  execution  thereof,  or  by  an 
affidavit  of  a witness  to  such  execution. 

The  amount  of  bonds  transferable  by  delivery,  held 
by  any  person  executing  any  such  request  or  other  instru- 
ment as  a bondholder,  and  the  amounts  and  issue  numbers 
of  the  bonds  held  by  such  persons,  and  the  date  of  his 
holding  the  same,  may  be  proved  by  a certificate  executed 
by  any  trust  company,  bank,  bankers  or  other  depositary 
(wherever  situated),  if  such  certificate  shall  be  deemed  by 
the  Trustee  to  be  satisfactory,  showing  therein  that  at  the 
date  therein  mentioned  such  person  had  on  deposit  with 
such  depositary  the  bonds  described  in  such  certificate. 


( 


40 

The  ownership  of  registered  and  registered  coupon  bonds 
shall  be  proved  by  the  registers  of  such  bonds. 

Sec.  2.  The  Reading  Company  and  its  depositaries 
and  agents  and  the  Trustee  may  deem  and  treat  the  bearer 
of  any  coupon  bond  hereby  secured,  which  shall  not  at  the 
time  be  registered  as  hereinbefore  authorized,  and  the  bearer 
of  any  coupon  for  interest  on  any  such  bond,  whether 
such  bond  shall  be  registered  or  not,  as  the  absolute  owner 
of  such  bond  or  coupon  as  the  case  may  be,  for  the  purpose 
of  receiving  payment  thereof  and  for  all  other  purposes  ; 
and  neither  the  Reading  Company  nor  its  depositaries  or 
agents  nor  the  Trustee  shall  be  affected  by  any  notice  to 
the  contrary. 


41 


ARTICLE  SEVEN. 

Concerning  the  Trustee. 

Section  i.  The  Trustee  shall  not  be  answerable  for 
the  default  or  misconduct  of  any  agent  or  attorney  appointed 
by  it  in  pursuance  hereof,  if  such  agent  or  attorney  shall 
have  been  selected  with  reasonable  care  ; or  for  anything 
whatever  in  connection  with  this  trust,  except  willful  mis- 
conduct or  gross  negligence.  The  Trustee  shall  not 
be  under  any  obligation  to  take  any  action  towards  the 
execution  or  enforcement  of  the  trusts  hereby  created, 
which,  in  its  opinion,  shall  be  likely  to  involve  it  in 
expense  or  liability,  unless  one  or  more  of  the  holders  of  the 
bonds  hereby  secured  shall,  as  often  as  required  by  the 
Trustee,  furnish  it  reasonable  indemnity  against  such 
expense  or  liability  ; nor  shall  the  Trustee  be  required  to 
take  notice  of  any  default  hereunder,  unless  notified  in 
writing  of  such  default  by  the  holders  of  at  least  twenty 
per  centum  in  amount  of  the  bonds  hereby  secured  then 
outstanding,  or  to  take  any  action  in  respect  of  any  default 
unless  requested  to  take  action  in  respect  thereof  by  a 
writing  signed  by  the  holders  of  not  less  than  twenty-five 
per  centum  in  amount  of  the  bonds  hereby  secured,  then 
outstanding,  and  tendered  reasonable  indemnity,  as  aforesaid, 
anything  herein  contained  to  the  contrary  notwithstanding  ; 
but  the  foregoing  provisions  of  this  Section  are  intended 
only  for  the  protection  of  the  Trustee,  and  shall  not  be 
construed  to  limit  or  affect  any  discretion  or  power  by  any 
provision  of  this  Indenture  given  to  the  Trustee  to  deter- 
mine whether  or  not  it  shall  take  action  in  respect  of  any 
default,  or  any  power  or  discretion  of  the  Trustee  to  take 
action  in  respect  of  any  default  without  such  notice  or 
request  from  bondholders.  The  Trustee  shall  not  be 


42 


responsible  for  the  recording  of  this  Indenture  and  shall 
not  be  required  to  file  the  same  as  a chattel  mortgage. 

The  Trustee  shall  be  entitled  to  reasonable  compen- 
sation for  all  services  rendered  by  it  in  the  execution  of  the 
trusts  hereby  created,  and  the  Reading  Company  agrees  to 
pay  such  compensation  as  well  as  all  expenses  necessarily 
incurred  or  disbursed  bv  the  Trustee  hereunder. 

Sec.  2.  The  Trustee,  or  any  Trustee  hereafter 
appointed,  may  resign,  and  be  discharged  of  the  trusts 
created  by  this  Indenture  by  giving  notice  thereof  to  the 
Reading  Company,  and  to  the  bondholders,  by  publication, 
at  least  twice  a week,  for  four  successive  weeks,  in  one 
newspaper  at  that  time  published  in  New  York,  N.  Y.,  in 
one  newspaper  published  in  Philadelphia,  Pennsylvania,  and 
by  due  execution  of  the  conveyance  herein  required. 

The  Trustee  may  be  removed  at  any  time  by  an  instru- 
ment in  writing  under  the  hands  of  holders  of  three-quarters 
in  amount  of  the  bonds  hereby  secured  and  then  out- 
standing. 

Sec.  3.  In  case  at  any  time  the  said  The  Pennsyl- 
vania Company  for  Insurances  on  Lives  and  Granting 
Annuities,  or  any  Trustee  hereafter  appointed,  shall  resign 
or  shall  be  removed  or  otherwise  shall  become  incapable  of 
acting,  a successor,  or  successors  may  be  appointed  by  the 
holders  of  a majority  in  amount  of  the  bonds  hereby  secured 
then  outstanding,  by  an  instrument  or  concurrent  instru- 
ments signed  by  such  bondholders  or  their  attorneys  in  fact 
duly  authorized  ; provided,  nevertheless,  and  it  is  hereby 
agreed  and  declared  that,  in  case  at  any  time  there  shall  be 
a vacancy  in  the  office  of  Trustee  hereunder,  the  Reading 
Company,  by  an  instrument  executed  by  order  of  its  Board 
of  Directors,  may  appoint  a Trustee  to  fill  such  vacancy 


43 


until  a new  Trustee  shall  be  appointed  by  the  bondholders 
as  herein  authorized.  Thereupon  the  Reading  Company 
shall  publish  notice  of  such  appointment  once  a week  for 
six  successive  weeks  in  a newspaper  published  in  New  York, 
N.Y.,  and  in  a newspaper  published  in  Philadelphia,  Pennsyl- 
vania ; and  any  new  Trustee  so  appointed  by  the  Reading 
Company  shall  immediately  and  without  further  act  be 
superseded  by  a Trustee  appointed  in  the  manner  above 
provided  by  the  holders  of  a majority  in  amount  of  the 
bonds  hereby  secured  prior  to  the  expiration  of  one  year 
after  such  publication  of  notice. 

Any  such  new  Trustee  appointed  hereunder  shall 
execute,  acknowledge  and  deliver  to  the  Trustee  last  in 
office,  and  also  to  the  Reading  Company,  an  instrument 
accepting  such  appointment  hereunder  and  thereupon  such 
new  Trustee,  without  any  further  act,  deed  or  conveyance, 
shall  become  vested  with  all  the  estates,  properties,  rights, 
powers,  trusts,  duties  and  obligations  of  its  predecessor  in 
the  trust  hereunder  with  like  effect  as  if  originally  named 
as  Trustee  herein  ; but  nevertheless,  on  the  written  request 
of  the  new  Trustee,  the  Trustee  ceasing  to  act  shall  execute 
and  deliver  an  instrument  tranferring  to  such  new  Trustee, 
upon  the  trusts  herein  expressed,  all  the  estates,  properties, 
rights,  powers  and  trusts  of  the  Trustee  so  resigning  or 
removed,  and  shall  duly  assign,  transfer  and  deliver  any 
stocks,  bonds  or  other  property  and  moneys  helds  by  such 
Trustee  to  the  new  Trustee  so  appointed  in  its  place  ; and, 
upon  request  of  any  such  new  Trustee,  the  Reading  Com- 
pany shall  make,  execute,  acknowledge  and  deliver  any  and 
all  deeds,  conveyances  or  instruments  in  writing  for  more 
fully  and  certainly  vesting  in  and  confirming  to  such  new 
Trustee  all  such  estates,  properties,  rights,  powers  and 
duties. 


44 


ARTICLE  EIGHT. 

Section  i.  If,  when  the  bonds  hereby  secured  shall 
have  become  due  and  payable,  the  Reading  Company  shall 
well  and  truly  pay,  or  cause  to  be  paid,  the  whole  amount 
of  the  principal  moneys  and  interest  due  upon  all  the 
bonds  and  coupons  for  interest  thereon  hereby  secured, 
then  outstanding,  or  shall  provide  for  such  payment  by 
depositing  with  the  Trustee  hereunder  for  the  payment  of 
such  bonds  and  coupons,  the  entire  amount  due  thereon 
for  principal  and  interest,  and  also  shall  pay,  or  cause  to  be 
paid,  all  other  sums  payable  hereunder  by  the  Reading 
Company,  and  shall  well  and  truly  keep  and  perform  all  the 
things  herein  required  to  be  kept  and  performed  by  it 
according  to  the  true  intent  and  meaning  of  this  Indenture, 
then  and  in  that  case  all  property,  rights  and  interests 
hereby  conveyed  or  pledged  shall  revert  to  the  Reading 
Company,  and  the  estate,  rights,  title  and  interest  of  the 
Trustee  shall  thereupon  cease,  determine  and  become 
void  and  the  Trustee  in  such  case,  on  demand  of  the  Read- 
ing Company,  and  at  its  cost  and  expense,  shall  enter  satis- 
faction of  this  Indenture  upon  the  record;  otherwise  the 
same  shall  be,  continue  and  remain  in  full  force  and  virtue. 


) 


45 

ARTICLE  NINE. 

Sundry  Provisions. 

Section  i.  All  the  covenants,  stipulations,  promises 
and  agreements  in  this  Indenture  contained,  by  or  in  behalf 
of  the  Reading  Company  shall  bind  such  Company,  its 
successors  and  assigns,  whether  so  expressed  or  not. 

Sec.  2.  For  every  purpose  of  this  Indenture,  includ- 
ing the  execution,  issue  and  use  of  any  and  all  bonds 
hereby  secured,  the  terms  “Reading  Company”  includes 
and  means  not  only  the  party  of  the  first  part  hereto,  but 
also  any  such  successor  corporation.  Every  such  successor 
corporation  shall  possess,  and  from  time  to  time  may  exer- 
cise, each  and  every  right  and  power  hereunder  of  the 
Reading  Company  in  its  name  or  otherwise. 

The  Pennsylvania  Company  for  Insurances  on  Lives 
and  Granting  Annuities,  Trustee,  party  hereto  of  the 
second  part,  hereby  accepts  the  trusts  in  this  Indenture 
declared  and  provided,  and  agrees  to  peform  the  same  upon 
the  terms  and  conditions  hereinbefore  set  forth. 

Except  when  otherwise  indicated,  the  words  “ the 
Trustee,”  or  “ said  Trustee,”  or  any  other  equivalent  term, 
as  used  in  this  Indenture  shall  be  held  and  construed  to 
mean  the  Trustee,  or  Trustees,  for  the  time  being,  whether 
original  or  successor,  and  the  words  “ Trustee,”  “ bond,” 
“ bondholder  ” and  “holder”  shall  include  the  plural  as 
well  as  the  singular  number,  and  the  term  “ majority  ” shall 
signify  “ majority  in  amount,”  whether  or  not  so  expressed. 

II n Witness  Whereof,  the  Reading  Company,  the 
party  hereto  of  the  first  part,  has  caused  this  Indenture  to 
be  signed  by  its  President,  and  its  corporate  seal  to  be 
hereunto  affixed,  and  the  same  to  be  attested  by  the  signa- 


46 


ture  of  its  Secretary,  and  the  due  execution  of  these  presents 
to  be  proved;  and  The  Pennsylvania  Company  for 
Insurances  on  Lives  and  Granting  Annuities,  the 
party  hereto  of  the  second  part,  has  caused  this  Indenture 
to  be  signed  by  its  President  and  its  corporate  seal  to  be 
hereunto  affixed,  and  the  same  to  be  attested  by  the  signa- 
ture of  its  Secretary,  and  the  due  execution  of  these  presents 
to  be  proved. 

( Seal  'j 

Reading  Company,  Reading 

( Company  ) 

by  J.  S.  Harris, 

President. 


Attest : 


W.  G.  Brown, 

Secretary. 


(United  States  Internal  Revenue 
Stamps,  $11,500,  cancelled) 


Signed,  sealed  and  delivered 
on  behalf  of  the  Company 
in  the  presence  of 

W.  G.  Brown 
W.  R.  Taylor 


The  Pennsylvania  Company  for  Insurances  on 
Lives  and  Granting  Annuities, 


by  C.  S.  W.  Packard, 

President. 


Attest : 

Lewis  A.  Balz, 

Secretary. 


Seal 

Pa.  Co.  for 
Ins.,  etc. 


47 


Commonwealth  of  Pennsylvania,  ) 

City  and  County  of  Philadelphia,  ^ 

On  the  First  day  of  April,  1901,  before  me,  the 
subscriber,  a Notary  Public  for  the  Commonwealth  of 
Pennsylvania,  residing  in  the  City  of  Philadelphia,  person- 
ally appeared  W.  G.  Brown,  Secretary  of  the  above-named 
Reading  Company  (he  being  one  of  the  subscribing  wit- 
nesses to  the  sealing  and  delivery  of  the  above  Indenture), 
who,  being  by  me  duly  sworn  according  to  law,  did  depose 
and  say  : That  he  was  present  at  the  execution  of  the  said 
Indenture,  and  did  see  Joseph  S.  Harris,  the  President  of 
said  corporation,  affix  the  common  or  corporate  seal  of  the 
said  Reading  Company  thereto,  and  subscribe  his  name  as 
President  in  attestation  thereof;  that  the  seal  so  affixed  is 
the  common  or  corporate  seal  of  the  said  corporation,  and 
that  the  said  seal  was  so  affixed,  and  the  said  Indenture  was 
duly  sealed  and  delivered  by  the  said  President,  as  the  act 
and  deed  of  the  said  corporation,  for  the  uses  and  purposes 
therein  mentioned,  in  pursuance  of  a resolution  of  the 
Board  of  Directors,  duly  passed  at  a meeting  thereof,  held 
the  28th  day  of  February,  A.  D.  1901  ; that  he  saw 
W.  R.  Taylor,  the  said  subscribing  witness,  sign  his 
name  to  the  said  Indenture  ; and  that  the  name  of  this 
deponent,  subscribed  to  said  Indenture  as  Secretary  of  the 
said  Company,  in  attestation  of  the  due  execution  and 
delivery  of  the  said  Indenture,  and  also  subscribed  as  a 
witness  to  the  sealing  and  delivery  thereof,  are  of  his  (this 
deponent’s)  own  handwriting. 

Sworn  and  subscribed  before  me.  ) 

Witness  my  hand  and  notarial  W.  G.  Brown 
seal  the  day  and  year  aforesaid.  ) 

C.  K.  Klink, 

( Notarial  1 

\ Seal  j Notary  Public. 


48 


3 0112  072423061 


State  of  Pennsylvania,  ) 

ss  * 

City  and  County  of  Philadelphia,  ^ 

On  the  First  day  of  April,  1901,  before  me,  the 
subscriber,  a Notary  Public  for  the  Commonwealth  of 
Pennsylvania,  residing  in  the  City  of  Philadelphia,  per- 
sonally appeared  Lewis  A.  Balz,  Secretary  of  the  said  The 
Pennsylvania  Company  for  Insurances  on  Lives  and  Grant- 
ing Annuities,  who  being  dulv  affirmed  according  to 
law,  says  that  he  was  personally  present  at  th-e  execution  of 
the  foregoing  Indenture,  and  saw  the  common  or  corporate 
seal  of  the  said  corporation  duly  affixed  thereto  ; that  the 
seal  so  affixed  thereto  is  the  common  or  corporate  seal  of  the 
said  corporation;  that  the  foregoing  Indenture  was  duly 
sealed  and  delivered  by  C.  S.  W.  Packard,  President  of  the 
said  corporation,  as  and  for  the  act  and  deed  of  the  said 
corporation,  for  the  uses  and  purposes  therein  mentioned, 
by  order  of  the  Board  of  Directors  of  said  corporation, 
and  that  the  names  of  this  affiant  as  Secretary,  and  of 
C.  S.  W.  Packard,  as  President  of  the  said  corporation, 
subscribed  to  the  foregoing  Indenture  in  attestation  of  its 
due  execution  and  delivery,  are  of  their  and  each  of  their 
respective  handwritings. 

Affirmed  and  subscribed  before  me.  ) 

Witness  my  hand  and  notarial  ; Lewis  A.  Balz 
seal  the  day  and  year  aforesaid.  ) 

Oakley  Cowdrick, 

( Notarial  1 

\ Seal  j Notary  Public. 


